<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
Filed by the Registrant (x)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential for Use of the
Commission Only (as Permitted
by Rule 14a-6(e)(2))
(x) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Invacare Corporation
--------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the Appropriate box):
(x) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
( ) $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------
5) Total fee Paid:
-----------------------------------------------------------------
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
-----------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------
3) Filing Party:
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4) Date Filed:
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<PAGE>
899 Cleveland Street
Elyria, OH 44035
April 11, 1997
To the Shareholders of
INVACARE CORPORATION:
This year's Annual Meeting of Shareholders will be held at 10:00 A.M.
(EDT), on Wednesday, May 21, 1997, at the Radisson Inn Cleveland Airport, North
Olmsted, Ohio. We will be reporting on your Company's activities and you will
have an opportunity to ask questions about our operations.
We hope that you are planning to attend the Annual Meeting personally
and we look forward to seeing you. Whether or not you expect to attend in
person, the return of the enclosed Proxy as soon as possible would be greatly
appreciated and will ensure that your shares will be represented at the Annual
Meeting. If you do attend the Annual Meeting, you may, of course, withdraw your
Proxy should you wish to vote in person.
On behalf of the Board of Directors and management of Invacare
Corporation, I would like to thank you for your continued support and
confidence.
Sincerely yours,
/S/ A. Malachi Mixon, III
-------------------------
A. Malachi Mixon, III
Chairman and Chief
Executive Officer
<PAGE>
INVACARE CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 21, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Invacare Corporation (the "Company") will be held at the Radisson Inn Cleveland
Airport, North Olmsted, Ohio on Wednesday, May 21, 1997, at 10:00 A.M.
(EDT), for the following purposes:
1. To elect three Directors, to the class whose three-year term of office
will expire in 2000; and
2. To transact such other business as may properly come before the Annual
Meeting and any adjournments thereof.
Holders of Common Shares and Class B Common Shares of record as of the
close of business on Thursday, March 27, 1997 are entitled to receive notice of
and vote at the Annual Meeting. It is important that your shares be represented
at the Annual Meeting. For that reason, we ask that you promptly sign, date and
mail the enclosed Proxy card in the return envelope provided. Shareholders who
attend the Annual Meeting may revoke their Proxy and vote in person.
By order of the Board of Directors,
/S/ Thomas R. Miklich
---------------------
Thomas R. Miklich
Secretary
April 11, 1997
<PAGE>
1
INVACARE CORPORATION
PROXY STATEMENT
Mailed on or About April 11, 1997
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 21, 1997
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
Proxies by the Board of Directors of Invacare Corporation (hereinafter called
"Invacare" or the "Company") for use at the Annual Meeting of Shareholders of
the Company to be held on May 21, 1997 and any adjournments thereof. The time,
place and purpose of the Annual Meeting are stated in the Notice of Annual
Meeting of Shareholders which accompanies this Proxy Statement. The expense of
soliciting Proxies, including the cost of preparing, assembling and mailing the
Notice, Proxy Statement and Proxy, will be borne by the Company. In addition to
solicitation of Proxies by mail, solicitation may be made personally and by
telephone, and the Company may pay persons holding shares for others their
expenses for sending proxy materials to their principals. No solicitation will
be made other than by Directors, officers and employees of the Company.
Any person giving a Proxy pursuant to this solicitation may revoke it. The
General Corporation Law of Ohio provides that, unless otherwise provided in the
Proxy, a shareholder, without affecting any vote previously taken, may revoke a
Proxy not otherwise revoked by giving notice to the Company in writing or in
open meeting. All validly executed Proxies received by the Board of Directors of
the Company pursuant to this solicitation will be voted at the Annual Meeting,
and the directions contained in such Proxies will be followed in each instance.
If no directions are given, the Proxy will be voted "FOR" the election of the
three nominees listed in the Proxy.
VOTING RIGHTS
At the close of business on March 27, 1997, the Company had 28,056,522
Common Shares, without par value ("Common Shares"), and 1,441,467 Class B Common
Shares, without par value ("Class B Common Shares"), outstanding and entitled to
vote. The holders of the outstanding Common Shares as of March 27, 1997 will be
entitled to one vote for each share held by them and the holders of the
outstanding Class B Common Shares as of March 27, 1997 will be entitled to ten
votes for each share held by them. Except as otherwise provided by the Company's
Amended and Restated Articles of Incorporation or required by law, holders of
Common Shares and Class B Common Shares will at all times vote on all matters
(including the election of Directors) together as one class. Pursuant to the
Company's Amended and Restated Articles of Incorporation, no holder of shares of
any class has cumulative voting rights in the election of Directors. Only
shareholders of record at the close of business on March 27, 1997 are entitled
to notice of and to vote at the Annual Meeting.
<PAGE>
2
SHARE OWNERSHIP OF PRINCIPAL HOLDERS AND MANAGEMENT
Share ownership of certain beneficial owners. The following table sets
forth, as of February 28, 1997, the share ownership of each person or group
known by the Company to beneficially own more than 5% of the total voting power
of either class of shares of the Company:
<TABLE>
<CAPTION>
Class B
Common Shares Common Shares
beneficially owned beneficially owned *
------------------------------------------------------------
Number Number Percentage
Name and business address of of of total
of beneficial owner shares Percentage shares Percentage voting power
- -------------------------- ------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
A. Malachi Mixon, III(1)........................... 1,241,568 4.3% 703,912 48.8% 19.3%
899 Cleveland Street, Elyria, Ohio 44035
Joseph B. Richey, II(2)............................ 747,113 2.6% 376,262 26.1% 10.5%
899 Cleveland Street, Elyria, Ohio 44035
Invacare Corporation Employees'
Stock Bonus Trust and Plan(3)...................... 1,107,999 3.9% 261,746 18.2% 8.7%
899 Cleveland Street, Elyria, Ohio 44035
</TABLE>
* Pursuant to the Company's Amended and Restated Articles of Incorporation,
(i) all holders of Class B Common Shares are entitled to convert any or all of
their Class B Common Shares to Common Shares at any time, on a share-for-share
basis, and (ii) the Company may not issue any additional Class B Common Shares
unless such issuance is in connection with share dividends on or share splits of
Class B Common Shares.
(1) Mr. Mixon is Chairman of the Board of Directors and Chief Executive Officer
of the Company. 455,720 Common Shares beneficially owned by Mr. Mixon
consist of Common Shares which may be acquired upon the exercise of stock
options during the 60 days following February 28, 1997. For purposes of
calculating the percentage of outstanding Common Shares beneficially
owned by Mr. Mixon and his percentage of total voting power, the Common
Shares which he had the right to acquire during that period by exercise of
stock options are deemed to be outstanding. The number of shares shown as
beneficially owned by Mr. Mixon include 6,414 Common Shares held in the
name of Roundwood Capital L.L.P., which represent his ownership interest
in Roundwood Capital L.L.P.. The number of shares shown as beneficially
owned by Mr. Mixon does not include 251,376 Common Shares which have been
transferred into two trusts for the benefit of his two children. Mr.
Mixon disclaims beneficial ownership of such shares.
(2) Mr. Richey is President-Invacare Technologies and Senior Vice
President-Total Quality Management and is a Director of the Company. The
Common Shares beneficially owned by Mr. Richey include 271,465 Common
Shares which may be acquired upon the exercise of stock options during the
60 days following February 28, 1997. For purposes of calculating the
percentage of outstanding Common Shares beneficially owned by Mr. Richey
and his percentage of total voting power, the Common Shares which he had
the right to acquire during that period by exercise of stock options are
deemed to be outstanding.
(3) The Invacare Corporation Stock Bonus Trust and Plan is an employee benefit
plan established and operated as a trust for the benefit of the Company's
employees. The Charles Schwab Trust Company is the trustee of the Invacare
Corporation Stock Bonus Plan, with Invacare Corporation as Administrator of
the Plan. As such, the shares held by the Plan are voted at the Company's
direction.
<PAGE>
3
Share ownership of management. The following table sets forth as of
February 28, 1997, the share ownership of all Directors, each of the Named
Executive Officers (as defined below) and of all Directors and executive
officers as a group:
<TABLE>
<CAPTION>
Class B
Common Shares Common Shares
beneficially owned beneficially owned**
----------------------------------------------
Percentage
of total
Number Number voting
Name of beneficial owner of shares Percentage of shares Percentage power
------------------------- --------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Gerald B. Blouch(4).......................... 190,190 * - - *
Francis J.Callahan........................... 246,414 * - - *
Frank B. Carr................................ 99,700 * - - *
Michael F. Delaney........................... 11,000 * - - *
Bernadine P. Healy.......................... 5,458 * - - *
Thomas R. Miklich (4)........................ 63,100 * - - *
A. Malachi Mixon, III (1).................... 1,241,568 4.3% 703,912 48.8% 19.3%
Dan T. Moore, III............................ 580,389 2.0% - - 1.4%
E. P. Nalley (3)............................. 206,054 * - - *
Joseph B. Richey, II (2)..................... 747,113 2.6% 376,262 26.1% 10.5%
Louis F.J. Slangen (4)....................... 183,835 * - - *
William M. Weber............................. 288,414 1.0% - - *
All executive officers and
Directors as a group
(18 persons)(4)............................ 5,311,878 17.7% 1,080,174 74.9% 37.6%
</TABLE>
* Less than 1% of outstanding shares of such class.
** Pursuant to the Company's Amended and Restated Articles of Incorporation,
(i) all holders of Class B Common Shares are entitled to convert any or all
of their Class B Common Shares to Common Shares at any time, on a
share-for-share basis, and (ii) the Company may not issue any additional
Class B Common Shares unless such issuance is in connection with share
dividends on or share splits of Class B Common Shares.
(1) See Footnote 1 to the preceding table.
(2) See Footnote 2 to the preceding table.
(3) Mr. Nalley is a Director of the Company. All of the Common Shares
listed as beneficially owned by Mr. Nalley are owned by trusts for the
benefit of Mr. Nalley.
(4) The Common Shares beneficially owned by the Company's executive officers
and Directors as a group include 1,439,703 Common Shares which may be
acquired upon the exercise of stock options during the 60 days following
February 28, 1997. For purposes of calculating the percentage of
outstanding Common Shares beneficially owned by the Company's executive
officers and Directors as a group and their percentage of total voting
power, Common Shares which they had the right to acquire during said period
by exercise of stock options are deemed to be outstanding. The number of
Common Shares that may be acquired during such period by the exercise of
stock options for the noted individuals is as follows: Mr. Blouch, 190,190
shares; Mr. Miklich, 47,900 shares; and Mr. Slangen, 158,915 shares.
Based solely upon a review of the Forms 3, 4 and 5, and amendments thereto,
submitted to the Company during and with respect to its most recent fiscal year,
the Company is not aware of any person that is subject to Section 16 of the
Securities Exchange Act of 1934 (the "Exchange Act") with respect to the
Company, that has failed to file, on a timely basis (as disclosed in the
aforementioned Forms), reports required by Section 16(a) of the Exchange Act
during fiscal 1996.
<PAGE>
4
ELECTION OF DIRECTORS
In November 1996, the Board of Directors elected Gerald B. Blouch President
and appointed him to the class of the Board of Directors, whose class term
expires in 1998, pursuant to Article III, Section 2 (c) of the Company's Amended
Code of Regulations, thereby increasing the number of Directors to eleven. The
number of Directors of the Company is now currently fixed at eleven. The members
of the Company's Board of Directors are divided into three classes with a term
of office of three years, with the term of one class expiring each year. At the
Annual Meeting, three Directors will be elected to serve a three-year term until
the Annual Meeting in 2000 or until their successors have been elected and
qualified. Under Ohio law and the Company's Amended and Restated Articles of
Incorporation, the individuals receiving the greatest number of votes cast at
the Annual Meeting will be elected as Directors of the Company. Accordingly,
assuming a quorum exists, abstentions and broker non-votes will have no effect
on the election of Directors.
The Proxy holders named in the accompanying Proxy or their substitutes will
vote such Proxy at the Annual Meeting or any adjournments thereof "FOR" the
election of the three nominees for Director as named below, unless the
shareholder provides instruction by marking the appropriate space on the Proxy,
that authority to vote is withheld. Each of the nominees, is presently a
Director of the Company and has indicated their willingness to serve as a
Director if elected. If any nominee should become unavailable for election
(which contingency is not now contemplated or foreseen), it is intended that the
shares represented by the Proxy will be voted for such substitute nominee as may
be named by the Board of Directors. In no event will the accompanying Proxy be
voted for more than three nominees or for persons other than those named below
and any such substitute nominee for any of them.
<TABLE>
<CAPTION>
Nominees for Election
Name Age Position with the Company
- ------------------------------- ----- -------------------------
<S> <C> <C>
Whitney Evans (2)(4) 60 Director
E.P. Nalley (1)(4) 77 Director
William M. Weber (1)(2) 57 Director
<CAPTION>
Directors Continuing in Office
<S> <C> <C>
A. Malachi Mixon, III (3)(4)(6) 56 Chairman and Chief Executive Officer
Gerald B. Blouch (5) 50 President, Chief Operating Officer and
a Director
Francis J. Callahan (2)(3)(5) 73 Director
Frank B. Carr (1)(4)(6) 69 Director
Michael F. Delaney (2)(4)(6) 48 Director
Dr. Bernadine P. Healy(6) 52 Director
Dan T. Moore, III (1)(3)(5) 57 Director
Joseph B. Richey, II (5) 60 President - Invacare Technologies,
Senior Vice President - Total Quality
Management and a Director
</TABLE>
__________
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Nominating Committee.
(4) Member of the Investment Committee.
(5) Term as Director expires in 1998.
(6) Term as Director expires in 1999.
<PAGE>
5
Whitney Evans has been a Director since 1980. From 1980 to the present,
Mr. Evans has been a private investor. From 1983 to present, Mr. Evans has been
an officer and a Director of Pine Tree Investments, Inc., Cleveland, Ohio, a
business and a real estate investment firm. From 1989 to 1995, Mr. Evans served
as the President of Harmony Group, Sonoma, California, a consultant to
non-profit organizations.
E. P. Nalley has been a Director since 1983. From 1987 to 1991 when he
retired, Mr. Nalley was the Company's Senior Vice President - Sales and
Assistant to the President. Mr. Nalley is now a private investor. Mr. Nalley
also serves as a Director of Royal Appliance Manufacturing Co., Cleveland, Ohio,
a New York Stock Exchange listed manufacturer of vacuum cleaners.
William M. Weber has been a Director since 1988. In 1994, Mr. Weber
became President of Roundcap L.L.C. and a principal of Roundwood Capital L.L.P.,
a partnership that invests in public and private companies. From 1968 to 1994,
Mr. Weber was President of Weber, Wood, Medinger, Inc., Cleveland, Ohio, a
commercial real estate brokerage and consulting firm.
Gerald B. Blouch was appointed President and elected as a Director of
the Company by the Board of Directors, pursuant to Article III, Section 2(c) of
the Company's Amended Code of Regulations, in November 1996. Mr. Blouch has been
Chief Operating Officer since December 1994 and Chairman - Invacare
International since December 1993. Previously Mr. Blouch was President -
Homecare Division from March 1994 to December 1994 and Senior Vice President -
Homecare Division from September 1992 to March 1994. Mr. Blouch served as Chief
Financial Officer from May 1990 to May 1993 and Treasurer from March 1991 to May
1993.
A. Malachi Mixon, III has been Chief Executive Officer since 1979 and
Chairman of the Board since 1983. Mr. Mixon has been a Director of the Company
since 1979 and also served as President until 1996, when Gerald B. Blouch, the
Company's Chief Operating Officer was elected President by the Company's Board
of Directors. Mr. Mixon serves as a Director of The Lamson & Sessions Co.,
Cleveland, Ohio, a New York Stock Exchange listed company and a supplier of
engineered thermoplastic products, The Sherwin-Williams Company, Cleveland,
Ohio, a New York Stock Exchange listed company and a manufacturer and
distributor of coatings and related products, and NCS HealthCare, Inc., a NASDAQ
listed company and a provider of pharmacy services to long term care
institutions. Mr. Mixon also serves as a Trustee of The Cleveland Clinic
Foundation, Cleveland, Ohio, one of the world's leading teaching and health care
institutions.
Francis J. Callahan has been a Director since 1980. From 1980 to the
present, Mr. Callahan has been President of Crawford Fitting Company, Cleveland,
Ohio a manufacturer of tube fittings and valves. Mr. Callahan also serves as a
Trustee of The Cleveland Clinic Foundation, Cleveland, Ohio.
Frank B. Carr has been a Director since 1982. From 1983 to the present, Mr.
Carr has been a Managing Director of McDonald & Company Securities, Inc.,
Cleveland, Ohio, an investment banking and brokerage firm, and a partner in its
predecessor firm (McDonald & Company) since 1968. Mr. Carr also serves as a
Director of Brush Wellman Inc., Cleveland, Ohio, a New York Stock Exchange
listed company and a producer of engineered materials containing beryllium, and
Preformed Line Products Company, Cleveland, Ohio, a supplier of supports and
connectors for electric power and communications lines.
Michael F. Delaney has been a Director since 1986. From 1983 to the
present, Mr. Delaney has been the Associate Director of Development of the
Paralyzed Veterans of America, Washington, D.C.
Dr. Bernadine P. Healy has been a Director since 1996. From 1995 to the
present, Dr. Healy has been the Dean and Professor of Medicine of The Ohio State
University, Columbus, Ohio. From 1994 to 1995 Dr. Healy served as Director of
Health and Science Policy at The Cleveland Clinic Foundation, Cleveland, Ohio
and from 1991 to 1993, served as Director of the National Institutes of Health
in Bethesda, Maryland. From 1985 to 1991 Dr. Healy served as the Chairman of the
Research Institute of The Cleveland Clinic Foundation, Cleveland, Ohio. Dr.
Healy serves as Trustee of the Battelle Memorial Institute in Columbus, Ohio.
Dr. Healy also serves as a Director of Medtronic, Inc., a New York Stock
Exchange listed company and producer of cardiac pacemakers and National City
Corporation, Cleveland, Ohio, also a New York Stock Exchange listed company and
a bank holding company.
<PAGE>
6
Dan T. Moore, III has been a Director since 1980. Since 1993, Mr. Moore has
served as President of Perfect Impression, Cleveland, Ohio, a manufacturer of a
polymer footbed that molds to the exact contours of the foot using a brief
microwave heating system. Since 1993, Mr. Moore has served as Managing Partner
of Whiskey Island Partners, which is developing a marina complex on 35 acres of
land on Cleveland's Lakefront. Since March 1993, Mr. Moore has been Chairman and
Treasurer of Advanced Ceramics Corporation, a closely-held manufacturer of
industrial ceramic products. From 1979 to the present, Mr. Moore has been
President of Dan T. Moore Co., Cleveland, Ohio. Since 1988, Mr. Moore has also
served as President of Soundwich, Inc., Cleveland, Ohio, a closely-held company
that produces polymers for damping sheet metal engine components and since 1985
has served as President of Flow Polymers, Inc., a manufacturer of homogenizing
aids for rubber tire compounds.
Joseph B. Richey, II has been a Director since 1980 and in 1992 was named
President-Invacare Technologies and Senior Vice President-Total Quality
Management. Previously Mr. Richey was Senior Vice President - Product
Development from 1984 to 1992, Senior Vice President and General Manager - North
American Operations from September 1989 to September 1992. Mr. Richey also
serves as a Director of Steris Corporation, Cleveland, Ohio, a NASDAQ listed
manufacturer and distributor of medical sterilizing equipment, a Director of
Royal Appliance Manufacturing Co., Cleveland, Ohio, a New York Stock Exchange
listed manufacturer of vacuum cleaners, a Director of Unique Mobility Inc.,
Golden, Colorado an American Stock Exchange listed engineering concern and
manufacturer of high efficiency permanent magnet motors and electronic controls
and a Director of NeuroControl Corporation, Cleveland, Ohio, a privately held
company, which develops and markets electromedical stimulation systems restoring
function to paralyzed limbs and muscles.
INFORMATION REGARDING MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held four meetings during the fiscal year ended
December 31, 1996. The Board of Directors has an Audit Committee, a Compensation
Committee, a Nominating Committee and an Investment Committee. The Audit
Committee reviews the activities of the Company's independent and internal
auditors and various company policies and practices. The Audit Committee met
twice during the last fiscal year. The Compensation Committee approves the grant
of stock options and reviews and determines the compensation of certain key
executives. The Compensation Committee met one time during the last fiscal year.
The Nominating Committee recommends candidates for election as Directors of the
Company and will consider all qualified nominees recommended by shareholders.
Such recommendations should be sent to Francis J. Callahan, Chairman of the
Nominating Committee, Invacare Corporation, 899 Cleveland Street, P.O. Box 4028,
Elyria, Ohio 44036-2125. The Nominating Committee met one time during 1996. The
Investment Committee, which met one time during 1996, monitors the status of
investments by the Company's Profit Sharing Plan and investments made by the
Company's captive insurance subsidiary. During the last fiscal year, each
Director attended at least 75% of the aggregate of (i) the total number of
meetings of the Board of Directors held during the period he served as a
Director and (ii) the total number of meetings held by Committees of the Board
on which he served.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") is
responsible for reviewing the Company's existing and proposed executive
compensation plans and making determinations regarding the contents of these
plans and the awards to be made thereunder. The current members of the Committee
are Whitney Evans, Francis J. Callahan, Jr., Michael F. Delaney and William M.
Weber, all of whom are non-employee Directors of the Company.
<PAGE>
7
Set forth below is a discussion of the Company's compensation
philosophy, together with a discussion of the factors considered by the
Committee in determining the 1996 compensation of the Company's executive
officers named in this Proxy Statement.
The Committee has determined, as a performance driven business, that the
Company should reward outstanding financial results with commensurate
compensation. The Committee's strategy for carrying out this philosophy is to
link both annual and long-term executive compensation with the Company's
financial and operating performance. The Committee also recognizes the
importance of maintaining compensation at competitive levels in order to attract
and retain talented executives.
In order to gauge the competitiveness of the Company's executive
compensation levels, the Committee receives market data from an independent
consulting firm regarding executive compensation paid by other companies having
similar annual revenues as well as larger employers with which the company must
compete for talent ("Comparable Employers"). The Committee relies on its
independent consultant to identify a representative group of potentially
competitive employers. In determining the group of Comparable Employers, the
independent consultant assembled market data on companies having similar
projected revenues, with particular emphasis on durable goods manufacturers. In
addition, larger employers in the local area are surveyed as the Committee
believes they are also significant competitors for executive talent. Thus, the
Committee and its independent consultant believe the Company's most direct
competitors for executive talent are not necessarily the companies that would be
included in the peer group established to compare shareholder returns.
Accordingly, the Comparable Employers are not necessarily the same as the peer
group utilized in the Comparison of Five Year Cumulative Total Return graph
included in this Proxy Statement.
The Committee also utilizes recommendations from the consulting firm on
various facets of the Company's executive compensation program. In general, base
salaries are established at market median levels for comparable positions but an
opportunity for significantly higher compensation is provided through annual
cash bonuses. These opportunities are dependent upon material year-to-year
improvement in earnings before income tax. In addition, long-term compensation
is awarded exclusively in the form of stock options in order to provide key
executives with significant financial benefits, to the extent that shareholder
value is similarly enhanced.
Annual Base Salary. Because the Company has determined to link overall
compensation with financial performance, the base salary ranges for its
executives are targeted on an annual basis at approximately the 50th percentile
of ranges established by Comparable Employers for executives having similar
responsibilities. The Committee receives annual survey information from the
independent consultant and also reviews annual recommendations from the Chief
Executive Officer ("CEO") in order to establish appropriate salary levels for
each of the executive officers (other than the CEO). The Committee takes into
account whether each executive met key objectives in both financial and
operating categories, as well as potential future contributions. A determination
is also made as to whether the base salary provides an appropriate reward and
incentive for the executive to sustain and enhance the Company's long-term
superior performance. Important financial performance objectives (some of which
may not be applicable to all executives) include net sales, income from
operations, cost controls, earnings before income tax and return on assets.
Operating objectives vary for each executive and may change from year-to-year.
Financial and operating objectives are considered subjectively in the aggregate
and are not specifically weighted in assessing performance. Increases in 1996
base salaries were based on the subjective judgment of the Committee taking into
account the CEO's comments regarding each executive's achievement of applicable
1995 operating and financial objectives and the targeted salary ranges as
determined by the market study received from the independent consultant.
Resulting base salaries for the Company's executives (including the CEO) were at
or near the targeted range.
<PAGE>
8
In determining the CEO's base salary for 1996, the Committee took into
account the survey results regarding a 50th percentile salary range of chief
executive officers at Comparable Employers and the financial performance
objectives described above. In particular, the Committee noted that the Company
had substantially exceeded its earnings objectives during 1995. Key acquisition
activity also occurred in the United States, Canada, New Zealand, Switzerland
and the United Kingdom, during 1995 under the CEO's leadership, which allowed
the Company to grow market share and extend current product lines, complement
existing businesses, utilize its distribution strength and expand its geographic
presence by rapidly entering new foreign markets. The CEO continues to be the
leading industry spokesperson on behalf of the home medical equipment industry
putting Invacare in a position to help shape public policy instead of being
forced to react to change in policy. Substantial progress was also made in
meeting the Company's long-term strategic objectives that are set by management
and reviewed by the Board each year. It is the Committees opinion that these
objectives are a key to the ongoing success of the Company. They also reflect
the CEO's strong understanding of the industry and what is required to continue
to sustain superior financial and operating performance.
Annual Cash Bonus. Consistent with its philosophy that executive
compensation should be linked with the Company's financial performance, the
Committee has determined that annual total cash compensation (salary plus bonus)
should be targeted at the 75th market percentile of Comparable Employers when
the Company meets commensurately challenging financial goals, as previously
outlined, in addition to subjective factors as the Committee deems appropriate.
With the assistance of the independent consultant, the Committee has
determined (and annually reviews) the appropriate bonus targets for each
executive officer (as a percentage of his or her salary) so that annual total
cash compensation for such executive officer will reach the 75th market
percentile if targeted earnings before income tax objectives are achieved, but
with unlimited potential. During this process, the Committee may also determine
that an executive's performance (taking into account the same factors discussed
above with respect to base salary) and level of responsibilities warrant a
change in the bonus target percentage from the market norm.
Each year, the Committee considers the recommendation from the CEO
regarding the appropriate target for that year's earnings before income tax at
which target bonuses will be earned. Under normal conditions, no bonuses are
payable if earnings before income tax does not improve over the prior year and
bonuses increase on a linear basis if earnings before income tax exceeds the
targeted level. Targeted earnings before income tax is generally set at a level
which the Committee believes is challenging but achievable.
The CEO's annual cash bonus was targeted to approximate the 75th
percentile of total cash compensation paid to chief executive officers by
Comparable Employers if the Committee's earnings before income tax objective is
achieved. In determining the level of total cash compensation to be targeted for
the CEO in 1996, the Committee took into account the same factors and events
described above under the Annual Base Salary. Actual earnings before income tax
exceeded targeted levels. The total cash compensation paid for 1996, including
bonus, approximated the targeted 75th market percentile as determined by the
Committee.
Survey data from the independent consultant shows annual executive bonuses
as a percent of net income at target levels remain competitive with Comparable
Employers.
Long-Term Compensation Program. The Company's long-term compensation plan
is based exclusively on the award of stock options. Total long-term compensation
is targeted at approximately the 75th percentile for long-term compensation by
Comparable Employers but with unlimited potential. Stock options generally are
issued as non-qualified options under the Invacare Corporation 1994 Performance
Plan and granted at market price, vest in accordance with a schedule established
by the Committee and expire after ten (10) years.
<PAGE>
9
Each year, the Committee determines the appropriate percentage of each
executive's salary which should be targeted as long-term compensation. The
targeted percentage of salary and the number of options proposed for each
executive officer may also be affected by the factors previously described in
establishing base salaries. The number of options granted to each executive
officer is determined based upon the previously agreed upon target level for
long-term compensation and upon the projected value of options as reflected by a
valuation formula recommended by the independent consultant. The number of
options granted to each executive in 1996 was based on the subjective judgment
of the Committee, taking into account the CEO's comments regarding the
executive's achievement of the applicable 1995 operating and financial
objectives (as described above under Annual Base Salary) and the targeted range
for long-term compensation. No particular weight was assigned to any one
operating or financial objective. Outstanding options held by an executive
officer are generally not considered when the Committee determines the number of
new options to be granted. Utilizing the valuation formula recommended by the
Company's independent consultant, options granted to the Company's executives
(including the CEO) resulted in a value of long-term compensation at or near the
targeted range for each executive.
The Committee awarded options to the CEO in 1996 based upon the foregoing
targets and formula and taking into account the same factors and events utilized
in establishing the CEO's base salary for the year.
Other Matters. The Committee believes that all long-term compensation
awarded to key executives in 1996 is "performance-based" and, therefore, will be
deductible notwithstanding Section 162(m) of the Internal Revenue Code of 1986.
However, the Committee has not adopted a policy with respect to whether all
future long-term or other compensation will satisfy the requirements of Section
162(m). The Committee intends to make a determination with respect to this issue
on an annual basis.
The Compensation Committee of the
Board of Directors of Invacare Corporation
Whitney Evans, Chairman
Francis J. Callahan
Michael F. Delaney
William M. Weber
<PAGE>
10
SHAREHOLDER RETURN PERFORMANCE GRAPHS
The following graph compares the yearly cumulative total return on the
Company's Common Shares against the yearly cumulative total return of the
companies listed on the Standard & Poor's 500 Stock Index and a Peer Group of
companies selected on a line-of-business basis.
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG INVACARE CORPORATION, S&P 500 INDEX AND
LINE-OF-BUSINESS PEER GROUP*
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Invacare 100 87 99 123 181 198
S&P 500 100 108 118 120 164 202
Peer Group 100 137 118 117 137 117
</TABLE>
* Sunrise Medical Inc.; Everest & Jennings International Ltd. **;
Puritan-Bennett Corporation***
** Everest & Jennings International Ltd. (EJ) was acquired by Graham-Field in
the fourth quarter of 1996. Everest & Jennings International Ltd.
shareholders received .35 common shares of Graham-Field for each Everest &
Jennings International Ltd. common share owned. For purposes of the above
graph, the return for Everest & Jennings International Ltd. within the
peer group for the period November 27, 1996 to December 31, 1996 was
calculated with the return of Graham-Field at the conversion rate noted
above.
*** Puritan-Bennett Corporation (PBC) merged with Nellcor Incorporated in the
third quarter of 1995. Puritan-Bennett Corporation shareholders received
.88 common shares of Nellcor Incorporated for each Puritan-Bennett
Corporation common share owned. For purposes of the above graph,
the return for Puritan-Bennett Corporation within the peer group for the
period August 25, 1995 to December 31, 1996 was calculated with the return
of Nellcor Puritan Bennett Inc. at the conversion rate noted above.
(Note: Lumex, Inc., as a result of a spin-off of its Healthcare business early
in 1996, is no longer considered in the same industry or line of business and
therefore is no longer included in the peer group, for purposes of the above
performance graph.)
The above graph assumes $100 invested on December 31, 1991 in the Common Shares
of Invacare Corporation, S&P 500 Index and the respective Line-of-Business Peer
Group, including reinvestment of dividends through December 31, 1996.
<PAGE>
11
COMPENSATION OF EXECUTIVE OFFICERS
The table below shows information for the three years ended December 31,
1996 concerning the annual and long-term compensation for services in all
capacities to the Company of the Chief Executive Officer and the four other most
highly compensated executive officers of the Company (the "Named Executive
Officers") for the year ended December 31, 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------------------------------
Long-Term
Annual Compensation Compensation
-------------------------------------------- --------------------------
Other All Other
Annual Securities LTIP Compen-
Name and Salary(1) Bonus(1) Compen- Underlying Payouts (2) sation(3)
Principal Position Year ($) ($) sation ($) Options (#) ($) ($)
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
A. Malachi Mixon, III 1996 540,000 513,000 - 81,000 - 74,924
Chairman, and Chief 1995 481,000 734,487 - 73,400 - 52,489
Executive Officer 1994 420,875 604,890 - 48,600 214,000 54,506
Gerald B. Blouch 1996 320,000 272,000 - 38,400 - 103,847
President and 1995 280,000 337,680 - 34,200 - 89,769
Chief Operating Officer 1994 240,000 235,200 - 21,400 - 19,594
Joseph B. Richey, II 1996 270,000 203,000 - 24,300 - 89,336
President-Invacare 1995 255,000 307,530 - 23,400 - 91,171
Technologies and Senior 1994 243,000 238,140 - 21,800 104,000 25,221
Vice President-Total
Quality Management
Thomas R. Miklich, 1996 240,000 180,000 - 21,600 - 60,583
Chief Financial Officer, 1995 215,000 259,290 - 19,800 - 53,355
General Counsel, Treasurer 1994 187,000 183,260 - 16,800 - 7,536
and Corporate Secretary
Louis F.J. Slangen 1996 211,000 132,000 - 12,700 - 58,775
Senior Vice President 1995 196,000 196,980 - 12,000 - 57,441
Sales & Marketing 1994 187,000 183,260 - 16,800 - 13,761
------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Salary and Bonus amounts for 1996 may include amounts deferred under
the 401(k) feature of the Company's Profit Sharing Plan or the
non-qualified 401(k) Plus Benefit Equalization Plan.
(2) Long-Term Incentive Plan payouts reflect cash payments for awards
previously made under a three-year cumulative formula that was included
as a component of the Company's long-term compensation plan. The
Company now makes awards under its long-term compensation plan
exclusively in stock options.
(3) The amounts disclosed in this column include: (a) Company contributions
in the amount of $3,000 for each of Messrs. Mixon, Blouch, Richey,
Miklich and Slangen under the Company's 401(k) plan, a defined
contribution plan; (b) Company contributions in the amounts of $18,060,
$8,840, $6,460, $5,400 and $3,860 for Messrs. Mixon, Blouch, Richey,
Miklich and Slangen, respectively, under the Company's 401(k) Plus
Benefit Equalization Plan, a defined contribution plan; (c) Company
contributions in the amounts of $6,000, for each of Messrs. Mixon,
Blouch, Richey, Miklich and Slangen, under the Company's Profit Sharing
Plan, a defined contribution plan; (d) Company contributions in the
amounts of $36,120, $17,680, $12,920, $10,800 and $7,720 for Messrs.
Mixon, Blouch, Richey, Miklich and Slangen, respectively, under the
Company's Profit Sharing Benefit Equalization Plan, a defined
contribution plan; (e) the payment of premiums on group term life
insurance policy of $4,050, $2,152, $3,523, $1,523, $1,217 for Messrs.
Mixon, Blouch, Richey, Miklich and Slangen, respectively; (f) the
dollar value of compensatory split-dollar life insurance benefits,
under the Company's Executive Life Insurance Plan, in the amounts of
$57,728, $55,405, $29,432 and $33,741 for Messrs. Blouch, Richey,
Miklich and Slangen, respectively. Mr. Mixon is not covered by a split-
dollar life insurance benefit; (g) payments by the Company, related to
premiums under the Company's Executive Disability Income Plan, in the
amounts of $8,447, $2,028, $4,428 and $3,237 for Messrs. Blouch,Richey,
Miklich and Slangen, respectively. Mr. Mixon does not participate in
the Company's Executive Disability Income Plan; and (h) payment by the
Company for the premium of a disability insurance policy for Mr. Mixon
in 1996 amounted to $7,694.
<PAGE>
12
COMPENSATION OF DIRECTORS
The Company paid all Directors who were not employees ("Non-employee
Directors") a $12,000 annual retainer plus $2,000 per Board meeting attended.
Further, Non-employee Directors are eligible to participate in a Deferred
Compensation Plan adopted in 1992, pursuant to which they may elect to defer
receipt of the compensation payable by the Company for their services as a
Director, and if such compensation is elected by the Director in the form of
Common Shares, the Company will deposit an additional 25% of such deferred
compensation into the applicable trust. None of the Non-employee Directors had
an effective election to defer 1996 compensation. In addition, the Non-employee
Directors were eligible for a bonus of $4,000 based on profit objectives for
1996 and a greater amount if the objectives were exceeded. Based on 1996
operating results, each of the Non-employee Directors have been paid $6,111 as
the profit objectives, specifically relating to the Non-employee Directors, for
the year were exceeded. For 1997, the Non-employee Directors are eligible to
receive a bonus of $4,000, if certain profit objectives are met. The bonus
amount can be increased if those objectives are exceeded.
OPTION GRANTS IN LAST FISCAL YEAR
The following table shows, as to the Named Executive Officers, the
stock options granted in 1996 under the Invacare Corporation 1994 Performance
Plan.
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------------------------
Number
of % of Potential Realizable Value
Securities Total at Assumed Annual Rates
Underlying Options of Share Price Appreciation
Options Granted to Exercise for Option Term (1)
Name Granted (2) Employees Price (3) Expiration -------------------------
(#) in Fiscal Year ($ per Share) Date 5% ($) 10%($)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
A. Malachi Mixon, III 81,000 20.5% 24.75 2/26/06 1,261,000 3,195,000
Gerald B. Blouch 38,400 9.7% 24.75 2/26/06 598,000 1,515,000
Joseph B. Richey, II 24,300 6.1% 24.75 2/26/06 378,000 959,000
Thomas R. Miklich 21,600 5.5% 24.75 2/26/06 336,000 852,000
Louis F.J. Slangen 12,700 3.2% 24.75 2/26/06 198,000 501,000
All Shareholders (4) N/A N/A N/A N/A 446,800,000 1,149,900,000
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Potential Realizable Value is based on assumed annual growth rates for the
term of the option. The assumed rates of 5% and 10% are set by the
Securities and Exchange Commission and are not intended to be a forecast of
the Company's Common Share price. There is no assurance that the value
realized will be at or near the value estimated in the Potential Realizable
Value applied to value the stock options. Actual gains, if any, on stock
options exercised are dependent on the actual performance of the stock.
(2) Options become exercisable on March 31, over four years at a rate of 25%
per year, commencing in 1997.
(3) The exercise price is equal to the fair market value of the Company's
Common Stock on the date of grant.
(4) The potential gain realizable by all shareholders (based on 27,619,354
Common Shares and 1,677,367 Class B Common Shares outstanding at the
exercised price of $24.75 per share as of the grant date of February 26,
1996) at 5% and 10% assumed annual rates over a term of 10 years is
provided as a comparison to the potential gain realizable by the Named
Executive Officers at the same assumed annual rates of appreciation in
share value over the same 10-year term. The value of a Common Share would
appreciate to approximately $40.00 and $64.00 per share at the assumed 5%
and 10% annual growth rates, respectively.
<PAGE>
13
Each of the options issued under the Stock Option Plans includes a
provision which provides that the option shall become immediately exercisable
(notwithstanding any vesting schedule otherwise contained in the option) upon
the commencement of a tender for the Company's Common Shares or at any time
within 90 days prior to a dissolution, liquidation or certain mergers or
consolidations of the Company. Upon the occurrence of such a merger or
consolidation, the option shall be subject to such adjustment or amendment as
the Compensation Committee of the Board of Directors deems appropriate and
equitable. Under the terms of the Stock Option Plans, the Committee may also
grant reload options under such circumstances as it deems appropriate.
OPTION EXERCISES AND YEAR-END VALUE TABLE
The table below shows information with respect to options exercised by, and
the value of unexercised options under the Stock Option Plans for, the Named
Executive Officers.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
Aggregated Option Exercises in 1996 and Option Value at Year-End 1996
------------------------------------------------------------------------------------------------------------------
Number of Number of Securities Value of Unexercised In-the-
Shares Value Underlying Unexercised Money Options at
Acquired on Realized Options at 12/31/96 (#) 12/31/96 (2)($)
Name Exercise (#) (1) ($) -------------------------- -----------------------------
Exercisable Unexercisable Exercisable Unexercisable
--------------------- ------------- ----------- -------------------------- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
A. Malachi Mixon, III None - 435,060 178,260 9,161,956 1,407,949
Gerald B. Blouch None - 157,050 84,390 3,076,743 669,520
Joseph B. Richey, II 40,000 947,500 245,670 61,170 5,335,122 529,423
Thomas R. Miklich None - 28,350 49,850 393,300 405,400
Louis F.J. Slangen 30,800 742,462 140,440 38,200 2,938,471 368,900
------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the difference between the option exercise price and the closing
price of the Common Shares on the NASDAQ National Market System on the date
of exercise.
(2) The "Value of Unexercised In-the-Money Options at 12/31/96" is equal to the
difference between the option exercise price and the closing price of $27.50
of a Common Share on the NASDAQ National Market System on December 31, 1996.
PENSION PLANS
The Company has established a Supplemental Executive Retirement Plan for
all executive officers to supplement other savings plans offered by the Company
to provide a specific level of replacement compensation for retirement. The
annual benefit is a single-life annuity in an amount equal to a portion of final
earnings (maximum is 50% at 15 years of service). This annual benefit is reduced
by the annual value of the Company contributions to the qualified Profit Sharing
Plan, Company contributions to the nonqualified 401(k) Plus and Profit Sharing
Equalization Plans, and one-half of the annual Social Security benefit. The plan
is a nonqualified plan and therefore the benefits accrued under this plan are
subject to the claims of the Company's general creditors in the event of
bankruptcy. The benefits will be paid from (i) an irrevocable grantor trust
funded from the Company's general funds or (ii) be paid directly by the Company
from general funds.
<PAGE>
14
The following table reflects the estimated annual single-life annuity
payment, without reductions for applicable offsets, payable to a participant
retiring in 1996 at age 65.
<TABLE>
<CAPTION>
Pension Table
--------------------------------------------------------------
Years of Service (2)
----------------------------------
Remuneration (1) 5 10 15
-------------------------- -------- ------- --------
<S> <C> <C> <C>
200,000 33,333 66,667 100,000
300,000 50,000 100,000 150,000
400,000 66,667 133,333 200,000
500,000 83,333 166,667 250,000
600,000 100,000 200,000 300,000
700,000 116,667 233,333 350,000
800,000 133,333 266,667 400,000
900,000 150,000 300,000 450,000
1,000,000 166,667 333,333 500,000
1,100,000 183,333 366,667 550,000
1,200,000 200,000 400,000 600,000
-------------------------- -------- -------- --------
</TABLE>
(1) Remuneration for purposes of calculating pension benefit based on final
base salary and target bonus.
(2) The pension benefits represent annual single-life annuity values
subject to reduction by applicable offsets (as described above). For purposes of
estimating a pension benefit as of December 31, 1996, the current years of
service credited for the Named Executive Officers are 16, 7, 12, 4 and 9 years
for Messrs. Mixon, Blouch, Richey, Miklich and Slangen, respectively.
TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
Severance Pay Agreements. To ensure continuity and the continued dedication
of key executives during any period of uncertainty caused by the possible threat
of a takeover, the Company has entered into severance pay agreements with
certain key executives, including each of the Named Executive Officers. In the
event there is a Change of Control (as that term is defined in the agreements)
of the Company and the employment of the contracting executive terminates under
certain conditions described in the agreements at any time during the three year
period following a Change of Control of the Company, the executive will receive
an agreed upon amount of severance pay.
For all of the Named Executive Officers, the severance pay agreements
provide that upon termination for any reason other than death, Disability, by
the Company for Cause or by the executive for other than Good Reason (as such
terms are defined in the agreements), the executive will receive, in addition to
accrued salary, bonus and vacation pay: (a) a lump sum cash amount equal to
three times annual base salary plus the executive's target bonus; (b) continued
participation in the Company's employee welfare benefit plans and other benefit
arrangements for a period of three years following termination; and (c) 401 (k),
401 (k) Plus, profit sharing and retirement benefits so that the total
retirement benefits received will be equal to the retirement benefits which
would have been received had such executive's employment with the Company
continued during the three year period following termination.
The salary and other benefits provided by the severance pay agreements will
be payable from the Company's general funds. The Company has agreed to indemnify
such executives for any legal expense incurred in the enforcement of their
rights under the severance pay agreements.
<PAGE>
15
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee of the Board of Directors during
1996 were Whitney Evans, Francis J. Callahan, Jr., Michael F. Delaney and
William M. Weber.
During 1996, the Company purchased travel services from a third party
private aircraft charter company. One of the aircrafts available to be used by
the charter company is owned by Messrs. Mixon, Richey and Callahan. The Company
paid approximately $600,000 to the charter company for use of the aircraft owned
by Messrs. Mixon, Richey and Callahan. Invacare believes that the prices and
terms charged are no less favorable than those which could be obtained from
unrelated parties.
As of February, 28, 1997, certain executives were indebted to the company
based on loans approved by the compensation committee pursuant to its expected
compensation philosophy and the Company's overall Compensation program. The
loans are for a term of four years and bear interest at the rate of 6%
compounded annually. Loans have been made to Messrs. Mixon, Blouch, Richey,
Miklich and Slangen, in the amounts of $320,000, $100,000, $125,000, $110,000
and $80,000, respectively.
INDEPENDENT AUDITORS
The Board of Directors of the Company has selected the firm of Ernst &
Young LLP, independent public accountants, to examine and audit the annual
financial statements of the Company and its subsidiaries for the fiscal year
ending December 31, 1997. Representatives of Ernst & Young LLP are expected to
be present at the Annual Meeting and they will have an opportunity to make a
statement should they so desire. In addition, they will also be available to
respond to appropriate questions from shareholders.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented at the
Annual Meeting other than those stated in the Notice of Annual Meeting of
Shareholders. However, if other matters properly come before the Annual Meeting,
it is the intention of the persons named in the accompanying Proxy to vote in
accordance with their best judgment on such matters in the absence of
instructions to the contrary. Any shareholder who wishes to submit a proposal
for inclusion in the proxy material to be distributed by the Company in
connection with its Annual Meeting of Shareholders to be held in 1998 must do so
no later than December 14, 1997. To be eligible for inclusion in the 1998 Proxy
material of the Company, proposals must conform to the requirements set forth in
Regulation 14A under the Exchange Act.
Upon the receipt of a written request from any shareholder, the Company
will mail, at no charge to the shareholder, a copy of the Company's
1996 Annual Report on Form 10-K, including the financial statements and
schedules required to be filed with the Securities and Exchange
Commission pursuant to Rule 13a-1 under the Exchange Act, for the
Company's most recent fiscal year. Written requests for such Report
should be directed to:
Shareholder Relations Department
Invacare Corporation
899 Cleveland Street, P.O. Box 4028
Elyria, Ohio 44036-2125
You are urged to sign and return your Proxy promptly in the enclosed return
envelope to make certain your shares will be voted at the Annual Meeting.
By order of the Board of Directors
/S/ Thomas R. Miklich
---------------------
Thomas R. Miklich,
Secretary
